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CLAMMER ADAM 4

Accession 0001213900-21-046088

CIK 0001819313other

View on SEC.gov Company Profile

Filed

Aug 31, 8:00 PM ET

Accepted

Sep 1, 12:33 PM ET

Size

21.4 KB

Accession

0001213900-21-046088

Insider Transaction Report

Form 4

Period: 2021-08-30

TWC Tech Holdings II Corp.TWCTU

CLAMMER ADAM

DirectorCEO and President10% Owner

Transactions

Exercise/Conversion
Class B Common Stock
2021-08-30−14,887,500→ 0 total(indirect: See footnote)
→ Class A Common Stock (14,887,500 underlying)
Exercise/Conversion
Class A Common Stock
2021-08-30+14,887,500→ 14,887,500 total(indirect: See footnote)
Disposition to Issuer
Class A Common Stock
2021-08-30−14,887,500→ 0 total(indirect: See footnote)

True Wind Capital Management GP, LLC

10% Owner

Transactions

Disposition to Issuer
Class A Common Stock
2021-08-30−14,887,500→ 0 total(indirect: See footnote)
Exercise/Conversion
Class A Common Stock
2021-08-30+14,887,500→ 14,887,500 total(indirect: See footnote)
Exercise/Conversion
Class B Common Stock
2021-08-30−14,887,500→ 0 total(indirect: See footnote)
→ Class A Common Stock (14,887,500 underlying)

TWC Employee SPAC Aggregator II, LLC

10% Owner

Transactions

Disposition to Issuer
Class A Common Stock
2021-08-30−14,887,500→ 0 total(indirect: See footnote)
Exercise/Conversion
Class A Common Stock
2021-08-30+14,887,500→ 14,887,500 total(indirect: See footnote)
Exercise/Conversion
Class B Common Stock
2021-08-30−14,887,500→ 0 total(indirect: See footnote)
→ Class A Common Stock (14,887,500 underlying)

GREENE JAMES H JR

Director10% Owner

Transactions

Exercise/Conversion
Class B Common Stock
2021-08-30−14,887,500→ 0 total(indirect: See footnote)
→ Class A Common Stock (14,887,500 underlying)
Exercise/Conversion
Class A Common Stock
2021-08-30+14,887,500→ 14,887,500 total(indirect: See footnote)
Disposition to Issuer
Class A Common Stock
2021-08-30−14,887,500→ 0 total(indirect: See footnote)

TWC SPAC Aggregator II, LLC

10% Owner

Transactions

Disposition to Issuer
Class A Common Stock
2021-08-30−14,887,500→ 0 total(indirect: See footnote)
Exercise/Conversion
Class A Common Stock
2021-08-30+14,887,500→ 14,887,500 total(indirect: See footnote)
Exercise/Conversion
Class B Common Stock
2021-08-30−14,887,500→ 0 total(indirect: See footnote)
→ Class A Common Stock (14,887,500 underlying)

TWC Tech Holdings II, LLC

10% Owner

Transactions

Exercise/Conversion
Class A Common Stock
2021-08-30+14,887,500→ 14,887,500 total(indirect: See footnote)
Exercise/Conversion
Class B Common Stock
2021-08-30−14,887,500→ 0 total(indirect: See footnote)
→ Class A Common Stock (14,887,500 underlying)
Disposition to Issuer
Class A Common Stock
2021-08-30−14,887,500→ 0 total(indirect: See footnote)

True Wind Capital Management, L.P.

10% Owner

Transactions

Disposition to Issuer
Class A Common Stock
2021-08-30−14,887,500→ 0 total(indirect: See footnote)
Exercise/Conversion
Class A Common Stock
2021-08-30+14,887,500→ 14,887,500 total(indirect: See footnote)
Exercise/Conversion
Class B Common Stock
2021-08-30−14,887,500→ 0 total(indirect: See footnote)
→ Class A Common Stock (14,887,500 underlying)

Footnotes (3)

[F1]On August 30, 2021, TWC Tech Holdings II Corp. (the "Issuer") consummated its business combination (the "Business Combination") with Cellebrite DI Ltd. ("Cellebrite"). Immediately prior to the effective time of the Business Combination, each share of Class B common stock of the Issuer automatically converted into a share of Class A common stock of the Issuer ("Class A Common Stock") on a one-for-one basis.
[F2]TWC Tech Holdings II, LLC was the record holder of the securities reported herein. TWC SPAC Aggregator II, LLC is the managing member of TWC Tech Holdings II, LLC. TWC Employee SPAC Aggregator II, LLC is the managing member of TWC SPAC Aggregator II, LLC. True Wind Capital Management, L.P. is the managing member of TWC Employee SPAC Aggregator II, LLC. True Wind Capital Management GP, LLC, is the general partner of True Wind Capital Management, L.P. As the managing members of True Wind Capital Management GP, LLC, Mr. Greene and Mr. Clammer may be deemed to have had or shared beneficial ownership of the securities held directly by TWC Tech Holdings II, LLC. Each such person disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest they may have therein, directly or indirectly.
[F3]On August 30, 2021, in connection with the closing of the Business Combination, pursuant to a Business Combination Agreement and Plan of Merger (the "Business Combination Agreement"), Cupcake Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Cellebrite ("Merger Sub") merged with and into the Issuer and the Issuer continued as the surviving corporation in the merger and as a wholly owned subsidiary of Cellebrite (the "Merger"). In connection with the Merger, each share of Class A Common Stock was converted into the right to receive one ordinary share of Cellebrite, as set forth in the Business Combination Agreement.

Documents

1 file

4
ownership.xmlPrimary
OWNERSHIP DOCUMENT

Issuer

TWC Tech Holdings II Corp.

CIK 0001819313

→

Entity typeother

Related Parties

filerCIK 0001192808

Filing Metadata

Form type: 4
Filed: Aug 31, 8:00 PM ET
Accepted: Sep 1, 12:33 PM ET
Size: 21.4 KB

View on SEC.gov